Research Administration Office

University of California

This memo transmits a copy of the subject agreement, which replaces master agreement no. 74E344. This agreement is for the period July 1, 1991 through June 30, 1996.

Under the terms of this agreement, the California Department of Transportation (Caltrans) may issue a Request for Services directly to campuses. Campuses may respond with a budget and proposal. The Department will then issue a Research Technical Agreement, described in Article I.A of the Master Agreement, directly to the campus.

In response to our inquiry as to why patent rights are granted to the U.S. Government under Article XIII when there is no Federal participation, Caltrans has informed us that the program at the State level is largely Federally funded and thus they have agreed to grant the Federal Government all rights. It is most probable that funding would be provided from combined Federal and State funds. The same term has been accepted in the previous master agreement.

We have also been notified by campuses that some Caltrans contract monitors are requiring additional detail on invoices beyond that which is outlined in the master agreement. We have talked to Timothy Leahy, Chief, Research Program Coordination, and he has agreed to inform the contract monitors about what they can request within the confines of the master agreement. Please contact Lourdes DeMattos if a contract monitor makes additional requests.

Refer: Lourdes G. DeMattos (510) 987-9850

Subject Index: 02, 22

Organization Index: S-040

David F. Mears

Director

Research Administration Office

California Department of Transportation

Division of

New Technology, Materials and Research

TRANSPORTATION RESEARCH MASTER AGREEMENT

RESEARCH

Page 1 of 17

APPROVED BY THE ATTORNEY GENERAL

Contract No. 65Q346

THIS AGREEMENT, made and entered into this 1st day of July, 1991.

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

The words "Contractor" or "UC" in this agreement shall mean "The Regents of the University of California".. Also, the word "Contract" in this agreement shall mean "Agreement".

ARTICLE I - STATEMENT OF WORK

A. The Regents of the University of California, hereafter known as UC, agree to furnish the necessary personnel and facilities to conduct various transportation research projects for the Department of Transportation, hereafter referred to as the State or as Caltrans.

1. Each transportation research project shall be performed in accordance with the provisions of this Transportation Research Master Agreement and an individual Research Technical Agreement. Each individual Research Technical Agreement shall refer to this Transportation Research Master Agreement, describe the specific project to be performed and the funding for the project, and identify UC's Principal Investigator,

1. The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employee from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, materialmen. laborers and any other person, firm or corporation furnishing or supplying work services, materials or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this contract.

2. The Contractor, and the agents and employees of Contractor, in the performance or the agreement, shall act in an independent capacity and not as officers or employees or agents of State of California.

3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fall to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand.

4. Without the written consent of the State, this agreement is not assignable by Contractor either in whole or in part.

5. Time is of the essence in this agreement,

6. No iteration or variation or the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any or the parties hereto.

7. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

Caltrans' Contract Monitor, the project performance period, and the address to which invoices shall be sent. Each individual Research Technical Agreement shall reference the UC technical proposal, cost proposal, and supplement as attachment(s) to the Research Technical Agreement. If there is any conflict between UC's proposal(s) and the Research Technical Agreement, the Research Technical Agreement shall take precedence. Each individual Research Technical Agreement shall be approved and fully executed by both parties thereto prior to the payment for performance for any work proposed. When a Research Technical Agreement is so executed, this Transportation Research Master Agreement shall be considered a part of that Research Technical Agreement.

All "Research Technical Agreements" initiated under the prior Transportation Research Master Agreement 74E344 and its amendments dated prior to July 1, 1991 shall be completed under terms and conditions of this Transportation Research Master Agreement.

The Contract Manager designated by UC for this agreement is David F. Mears, Director Research Administration Office, University of California.

3. The Contract Manager designated by Caltrans for this Transportation Research Master Agreement is John West, Department Research Manager, Caltrans.

ARTICLE II - CHANGE IN TERMS OR PERSONNEL

A. This Transportation Research Master Agreement and the individual Research Technical Agreement may be amended or modified only by mutual written agreement of the parties.

B. There shall be no change in the Principal Investigator(s) as designated on the individual Research Technical Agreement without prior written approval by Caltrans. Requests for changes of Principal Investigator(s) shall include a brief description of the capabilities and experience of the proposed replacement(s).

ARTICLE III- PERIOD OF PERFORMANCE

This Transportation Research Master Agreement shall begin on July 1, 1991, contingent upon approval by the State, and terminate on June 30, 1996, unless extended by amendment to this agreement.

ARTICLE IV - TERMINATION

This agreement or any' Research Technical Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. Caltrans shall reimburse UC for noncancelable obligations and costs incurred for purposes indicated in the proposal as of the date of termination.

ARTICLE V - CONTRACTOR'S REPORTS AND/OR MEETINGS

A. The UC Principal Investigator(s) identified in each Research Technical Agreement shall meet or confer with the Contract Monitor and/or representatives of Caltrans on a quarterly basis to discuss progress on the research project to determine if UC is performing to expectations or is on schedule, to provide communication of interim findings and to afford occasions for airing difficulties or special problems encountered so that remedies can be developed.

B. Prior to completion of a Research Technical Agreement, UC

shall hold a final meeting with the Caltrans' Contract Monitor to present findings, conclusions and recommendations. A final report as noted below is required.

C. Any document or written report prepared as a requirement of a Research Technical Agreement shall contain, in a separate disclosure section preceding the main body of the document, the number and dollar amounts of all contracts and subcontracts relating to the preparation of those documents or reports if the combined costs for work by non State or non UC employees exceed $5,000.

D. If more than one report is the product of a Research Technical Agreement, the disclosure section shall, in addition to the above information, also provide a statement indicating that the total contract ceiling amount represents compensation for other reports and shall provide their titles.

E. Caltrans will furnish each Principal Investigator with a set of standard instructions on the preparation of final reports. These standard instructions will include the general criteria to be used in determining the acceptability of final reports.

UC agrees to furnish Caltrans with reports on all transportation research projects as follows:

1. Seven (7) copies of Research Quarterly Progress Reports Form DCR-OE-177 (Rev. 01/80) on or before the first of each July, October, January, and April during the period in which the study is being performed.

2. One hundred fifty (150) copies of any interim report produced at the completion of specific phases of the research project or when significant findings are developed which may be implemented or provide the basis for additional research.

Seven (7) copies of a draft interim report shall be submitted to Caltrans for review and comments prior to submitting the published interim report. Attention is directed to the Publication Provisions of this Research Technical Master Agreement in regard to timing of submittals of draft interim reports.

3. Two hundred (200) copies of a final report on or before the termination date of the performance period, as is set forth in the individual Research Technical Agreement.

The final report shall include a recommended procedure for implementation and shall describe a means and mechanism for translating the product into applicable form for use by Caltrans. The report shall also describe any potential benefits to be derived from implementing the research findings.

Seven (7) copies of a draft final report shall be submitted to Caltrans for review and comment not less than ninety (90) days prior to the termination date of the applicable Research Technical Agreement.

ARTICLE VI - DATA AND PUBLICATION

A. UC hereby grants to Caltrans a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, for State government purposes, and to authorize others to do so, all data collected and reports and documents produced. As used in this clause, data collected means the original records of scientific and technical data collected during the performance of the work by the Principal Investigator or the project personnel. Data collected includes, but is not limited to, notebooks, drawings, lists, specifications, and computations, in written, pictorial graphic, or machine form.

B. The title pages of the report shall bear an appropriate inscription acknowledging the sources of funds used to produce the report. A Documentation Page, Form DOT F 1700.7 (8-72.), shall be included following the title page. The contract monitor will supply the numbers and information other than the abstract and key words during the review of the 7 draft copies.

C. The report shall contain the following disclaimer in a separate section preceding the main body of the document:

"The contents of this report reflect the views of the author who is responsible for the facts and accuracy of the date presented herein. The contents do not necessarily reflect the official views or policies of the State of California or the Federal Highway Administration.

This report does not constitute a standard, specification, or regulation."

D. When there is no Federal participation in the research project, UC shall comply with the Publication Provisions, Non-Federal Participating, dated December 20, 1974, attached as Attachment A and made a part of this agreement.

When there is Federal participation in the research project, UC shall comply with the Publication Provisions, Federal Participating, dated December 13, 1974, attached as Attachment B to and made a part of this agreement.

ARTICLE VII - RETENTION OF RECORDS/AUDIT

UC, any subcontractor(s), and the State shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Research Technical Agreement, but not limited to, the costs of administering the Research Technical Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the performance period of a Research Technical Agreement and for three years from the date of final payment under the Research Technical Agreement. The State, the State Auditor General, FHWA, or any duly authorized representative of the Federal government shall have access to any books, records, and documents of the Contractor that are pertinent to the Research Technical Agreement for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. (Government Code Sec. 10532)

ARTICLE VIII - COST PRINCIPLES

A. UC agrees that the Contract Cost Principles and Procedures, CFR 48, Federal Acquisition Regulations System, Chapter 1, Part 31.3, shall be used to determine the allowability of individual items of cost.

B. When there is Federal participation in the research project, UC also agrees to comply with Federal procedures in accordance with Office of Management and Budget Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and other Nonprofit Organizations.

ARTICLE IX - FUNDING REQUIREMENTS

A. It is mutually understood between the parties that future Research Technical Agreements may have been written before ascertaining the availability of congressional or legislative appropriation of funds, for the mutual benefit of both parties in order to avoid program and fiscal delays that would occur if the Research Technical Agreements were executed after that determination was made.

B. Any Research Technical Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government or the California State Legislature for the purpose of this program. In addition, all Research Technical Agreements are subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress or the State Legislature that may affect the provisions, terms or funding of said Research Technical Agreement in any manner.

C. It is mutually agreed that if the Congress or the State Legislature does not appropriate sufficient funds for the program, any Research Technical Agreement shall be amended to reflect any reduction in funds.

D. Caltrans has the option to void any Research Technical Agreement under the 30-day cancellation clause or to amend the Transportation Research Agreement to reflect any reduction of funds.

E. Notwithstanding Article IV, Termination, all Research Technical Agreements are subject to immediate termination in the event that Federal Highway Administration or State funding is not provided for in the current Fiscal Year, or any subsequent fiscal year, or portion thereof, which is included in the performance period of the Research Technical Agreement. The funding for any fiscal year Shall not be considered approved until the Governor signs the State Budget for that fiscal year.

Caltrans shall make a good faith effort to provide advance notice whenever feasible. Upon receipt of notice of termination, UC shall take all necessary measures to mitigate costs, and shall return to Caltrans all unexpended advance payments. Caltrans shall reimburse UC for noncancelable obligations and costs incurred for the purposes of closing-out the project and preparing the final/termination report.

ARTICLE X - ALLOWABLE COSTS AND PAYMENTS

A. The method of payment for Research Technical Agreements will be based on actual costs plus indirect costs in accordance with Sections 8752 and 8753 of the State Administrative Manual and not to exceed those allowed in accordance with the negotiated agreement between UC and the U.S. Department of Health and Human Services.

B. Nothing herein contained shall preclude advance payment pursuant to Article 1, Chapter 3, Part 1, Division 3, Title 2 of the Government Code Section 11257. Advance payment, when authorized, will be at the rate of 25% on non-Federal funds only.

C. Transportation and subsistence costs shall not exceed rates authorized to be paid UC employees under current UC rules.

D. Progress payments will be made monthly in arrears based on invoices for services provided and actual costs incurred.

E. Caltrans will reimburse UC for the cost of purchasing, developing, or renting special equipment needed to conduct a research project covered by this agreement subject to the following limitations:

1. Except as specifically identified in the estimate portion of UC's proposal, special equipment must be of a type not normally used in the conduct of UC's business. In general, the equipment to be acquired through development, rental, or purchase should not be standard laboratory and office equipment, such as testing machines, typewriters, tables, etc., which are normally used in an adequately organized and-equipped laboratory.

2. Equipment costing more than one hundred fifty dollars ($150) in the aggregate and which is not specifically identified in the estimate portion of UC's proposal shall not be purchased without prior written approval by Caltrans.

Special equipment identified in the cost estimate section of the research. proposal portion of the Research Technical Agreement will be considered as having prior approval upon full execution of the Research Technical Agreement.

3. The title to special equipment purchased from funds provided by Caltrans under a given Research Technical Agreement will vest in Caltrans. Upon termination of a given Research Technical Agreement, Caltrans may:

a. Request that such equipment be returned to Caltrans with any cost incurred by UC for such return being designed as an allowable charge against the Research Technical Agreement.

b. Transfer title to such equipment to UC at no additional cost to UC.

c. By mutual agreement with UC, allow UC to purchase such equipment for an amount not less than the residual value of the equipment as of the date of termination. of the Research Technical Agreement under which said equipment was purchased.

d. Authorize the continued use of such equipment for work to be performed under a different Research Technical Agreement.

F. UC will be reimbursed as promptly as fiscal procedures will permit upon receipt by the Contract Monitor of itemized invoices in triplicate. Separate invoices shall be submitted for each research project conducted hereunder. All Invoices shall be approved and signed by the UC Principal Investigator, reference the Transportation Research Agreement number and project title and shall be mailed to:

State Department of Transportation

Division of New Technology and Research

5900 Folsom Blvd.

Sacramento, CA 95819

Attention: Research Program Coordinator

G. Invoices for the final costs incurred under the Transportation Research Agreement shall be submitted to the Department of Transportation no later than one-hundred twenty (120) days after notification of acceptance of the final report.

H. Final payment or payments of reimbursable expenses billed by UC will be made upon Caltrans' acceptance of UC's final report.

I. The amount to be encumbered each fiscal year shall be noted in each Research Technical Agreement to cover the proposed payments each fiscal year for the research work performed during the performance period of the Research Technical Agreement.

J. Unexpended funds obligated for each fiscal year may be carried forward for payment for work performed in the next two fiscal years within the performance period. of the Research Technical Agreement.

ARTICLE XI - INVENTORY

UC and any subcontractor shall maintain an inventory record for each piece of nonexpendable equipment purchased or built with funds provided under terms of a Research Technical Agreement. The inventory record for each piece of such equipment shall include its inventory control number, the date acquired, total cost, serial and model identification (on purchased equipment), and any other information or description necessary to identify said equipment. The inventory record shall also include the location or section to which each said piece of equipment is assigned, and the number f the applicable research project s Research Technical Agreement to which he special equipment is charged and whether or not Federal money was involved in its purchase or construction

Nonexpendable equipment to be so inventoried shall be those items of equipment which have a normal life expectancy of one year or more and an approximate unit price as defined in UC rules for nonexpendable equipment. In addition, other items of equipment costing less than UC's definition of nonexpendable equipment and being especially popular or attractive shall also be inventoried. Each item of nonexpendable equipment inventoried will have a tag affixed to it with its inventory control number shown thereon or with its inventory control number engraved directly on the item of nonexpendable equipment.

Periodically, but at least annually, UC shall provide Caltrans with a copy of UC's inventory record for nonexpendable equipment purchased with or built with funds provided under terms of the Research Technical Agreement. If no such nonexpendable equipment was purchased or constructed with said funds, formal notice to that effect shall be provided to Caltrans at least annually by UC.

ARTICLE XII - REPORTING ON SPECIAL EQUIPMENT

Upon delivery of special equipment to the research project or upon completion of construction of such special equipment, the Principal Investigator(s) shall include the following information for each piece of special equipment in or with their next quarterly progress report on the research project:

- Inventory control number

- Brief description

- Make, model and serial number (if purchased)

- Date of delivery, if purchased, or date of completion of construction, if done in-house with funds provided by a Research Technical Agreement.

- Cost as charged to the research project

- Physical location

- The date authority was granted by Caltrans for the special equipment to be acquired or constructed.

ARTICLE XIII - PATENT RIGHTS AND PROVISIONS

A. When there is no Federal participation in the research project, the parties to this Research Technical Master Agreement hereby mutually agree that, if patentable discoveries or inventions should result from work described herein, all rights accruing from such discoveries or inventions shall be the sole property of UC. However, UC agrees to and does hereby grant to all State Highway or Transportation Departments and the United States Government, for governmental purposes, an irrevocable, nonexclusive, non-transferable and royalty-free license to practice each invention in the manufacture, use and disposition, according to law, of any article or material, and in the use. of any method that may be developed as a part of-the work under this agreement.

B. When Federal participation is provided through Caltrans for a research project, UC will provide the State of California and the Federal Government with the same patent rights accorded the Federal Government under Public Law 98-620, Patent Rights in Inventions Made with Federal Assistance.

ARTICLE XIV - SUBCONTRACTING

UC shall perform the work contemplated with resources available within its own Organization and no portion of the work pertinent to a Research Technical Agreement shall be subcontracted without written authorization by the Contract Monitor, except that which is expressly identified in the proposal portion of the Research Technical Agreement.

Any subcontract(s) in excess of $25,000 in Ceiling amount as a result Research Technical Agreement, shall contain all the provisions stipulated in this Research Technical Master Agreement.

UC shall submit for prior written approval by Caltrans, any proposed subcontract(s) exceeding $5,000 and not listed in the proposal which it desires to enter into for the performance of work under this agreement except for the following:

b. Standard employment contracts up to a limit of $3,000 for non-University personnel.

Upon termination of any subcontracts other than those provided for immediately above, Caltrans shall be notified immediately.

ARTICLE - NONDISCRIMINATION

A. During the performance of this Research Technical Master Agreement and any Research Technical Agreements, UC's subcontractor(s) shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. UC's subcontractor(s) shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and applicable regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this Transportation Research Master Agreement and any Research Technical Agreements by reference and made a part hereof as if set forth in full. UC's subcontractor(s) shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

B. UC's subcontractor(s) shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Research Technical Agreement.

C. When there is Federal participation in the research project, UC agrees to conform to the terms of Appendix A, Form DAS-OBM-1351 (4/82), relative to nondiscrimination on federally-assisted projects, which is attached hereto and made a part of this agreement.

D. UC shall comply with Title VI of the Civil Rights Act of 1964, as amended. Accordingly, 49 CFR 21 through Appendix C and 23 CFR 710.405(b) are applicable to this agreement by reference.

ARTICLE XVI - DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION

The Contractor shall comply with the DBE requirements, which is attached hereto and made a part of this agreement as Appendix B (OBM-373).

ARTICLE XVII - STATEMENT OF COMPLIANCE

The signature of any subcontractor affixed and dated on any subcontract shall constitute a certification under penalty of perjury under the laws of the State of California that the subcontractor has, unless exempted, complied with the nondiscrimination program requirements of Government

UC shall permit Caltrans and the Federal Highway Administration to review and inspect the research project activities at all reasonable times during the performance period of a Research Technical Agreement.

ARTICLE XIX - DISPUTES

Any dispute concerning a question of fact arising under a Research

Technical Agreement which is not disposed of by agreement shall be decided by Caltrans, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to UC. The decision of Caltrans shall be final and conclusive unless, within 30 days from the receipt of such copy, UC mails or otherwise furnishes Caltrans with a written appeal addressed to the Director of Caltrans. The decision of the Director or his or her duly authorized representatives for the determination of such appeals shall be final and conclusive unless appealed to a court of law of competent jurisdiction.

In connection with any appeal proceeding under this article, UC shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.

Pending final decision of a dispute hereunder, UC shall proceed diligently with the performance of work under the Research Technical Agreement and in accordance with Caltrans' decision.

This "Disputes" article does not preclude considerations of law questions connection with decisions provided hereinabove: Provided, that nothing in this Transportation Research Master Agreement or in a Research Technical Agreement, shall be construed as making final the decision of administrative official or board on a question of law.